Ontario Permits Alternative Filing Methods Under Business Statutes

This bulletin is current up to close of business on May 12, 2020. As circumstances remain fluid, please check with in with your usual Blakes contact for any updates.

On May 12, 2020, Ontario passed the COVID-19 Response and Reforms to Modernize Ontario Act, 2020, which legislation enacts the Alternative Filing Methods for Business Act, 2020 (Act) and also amends various other Ontario acts in respect of COVID-19 and other modernization efforts.

ALTERNATIVE FILING METHODS AND EASING OF DOCUMENT REQUIREMENTS

The purpose of the Act is to permit documents required or permitted to be filed by in-person delivery or mail under certain Ontario business statutes to instead be filed by alternative methods, and to permit electronic signatures and electronic copies in respect of certain documents. This relaxation of existing filing requirements is intended to address public health and safety concerns in respect of the ongoing COVID-19 outbreak by helping businesses and not-for-profit corporations avoid in-person contact, and ultimately reduce the burden for business in the long-term.

The Act establishes a framework under which the minister, director or registrar in respect of an applicable business statute may specify alternative methods for the filing of documents and establish requirements relating to such documents. Additionally, corresponding amendments have been made to various statutes related to document copies, electronic signatures and electronic filings.

Concurrently with the enacting of the Act, the Ontario Ministry of Government and Consumer Services published a Notice – Filing Methods and Requirements (Notice) specifying email and fax as alternative filing methods and establishing more flexible document requirements.

In accordance with the requirements set out in the Notice, businesses and not-for-profits are now permitted to file documents signed by electronic signature, file copies of documents and to file documents by email or fax that are otherwise required or permitted to be mailed or delivered in-person under the Business Corporations Act (OBCA), Business Names Act,  Co-operative Corporations Act (CCA), Corporations Information Act, Corporations Act (OCA), Extra-Provincial Corporations Act and Limited Partnerships Act.

The Ontario Ministry of Government and Consumer Services has advised that email or fax filings will follow existing service standards of mailed-in or couriered documents and will not result in immediate service fulfillment. As timing is often important in business filings, we expect that email and fax filings will be rare. However, the ability to file documents signed by electronic signature will significantly ease the logistical burden and the public health and safety concerns caused by the requirement to file documents with original “wet ink” signatures.

LEGISLATIVE AMENDMENTS TO ONTARIO BUSINESS STATUTES

Additionally, as noted in our April 2020 Blakes Bulletin: Ontario Expands and Refines Order Regarding Corporate Meetings, temporary amendments have already been made to the OBCA, CCA, OCA and Condominium Act, 1998 (Condo Act) related to virtual meetings and the deferral of annual meetings in some circumstances by way of orders made pursuant to the Emergency Management and Civil Protection Act (Ontario). These temporary measures to the OBCA, CCA, OCA and Condo Act have now been generally replicated in legislative amendments contained in the COVID-19 Response and Reforms to Modernize Ontario Act, 2020, which revokes and replaces the earlier emergency orders.

For further information, please reach out to a member of our Corporate & Commercial or Capital Markets groups or your usual Blakes contact at any time.

Please visit our COVID-19 Resource Centre to learn more about how COVID-19 may impact your business.